Form: 4

Statement of changes in beneficial ownership of securities

May 21, 2012

FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
KINDERHOOK PARTNERS, LP
   2. Issuer Name and Ticker or Trading Symbol
NEOGENOMICS INC [NGNM] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
2 EXECUTIVE DRIVE, SUITE 585		 3. Date of Earliest Transaction (Month/Day/Year)
05/15/2012
(Street)

FORT LEE, NJ 07024		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock, par value $0.001 05/15/2012   P   175,000 A $ 1.7 4,664,297 D (1) (2)  
Common Stock, par value $0.001 05/17/2012   P   100,000 A $ 1.6998 4,764,297 D (1) (2)  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
KINDERHOOK PARTNERS, LP
2 EXECUTIVE DRIVE, SUITE 585
FORT LEE, NJ 07024		     X    
KINDERHOOK GP LLC
2 EXECUTIVE DRIVE, SUITE 585
FORT LEE, NJ 07024		     X    
KINDERHOOK CAPITAL MANAGEMENT, LLC
2 EXECUTIVE DRIVE, SUITE 585
FORT LEE, NJ 07024		     X    
Shah Tushar
2 EXECUTIVE DRIVE, SUITE 585
FORT LEE, NJ 07024		     X    
CLEARMAN STEPHEN J
2 EXECUTIVE DRIVE, SUITE 585
FORT LEE, NJ 07024		     X    

Signatures

 By: /s/ Tushar Shah, Managing Member of Kinderhook GP, LLC, the General Partner of Kinderhook Partners, LP   05/21/2012
**Signature of Reporting Person Date
 By: /s/ Tushar Shah, Managing Member of Kinderhook GP, LLC   05/21/2012
**Signature of Reporting Person Date
 By: /s/ Tushar Shah, Managing Member of Kinderhook Capital Management, LLC   05/21/2012
**Signature of Reporting Person Date
 By: /s/ Tushar Shah   05/21/2012
**Signature of Reporting Person Date
 By: /s/ Stephen J. Clearman   05/21/2012
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Mr. Tushar Shah and Mr. Stephen J. Clearman are the co-managing members of Kinderhook GP, LLC (the "General Partner"), which is responsible for making investment decisions with respect to Kinderhook Partners, LP (the "Partnership") as its general partner. In addition, Mr. Shah and Mr. Clearman are the co-managing members of Kinderhook Capital Management, LLC (the "Investment Adviser"), which serves as the Partnership's investment adviser, and they are responsible for making investment recommendations on behalf of the Investment Adviser. As a result, Mr. Shah and Mr. Clearman may be deemed to control the Partnership, the General Partner, and the Investment Adviser, and may be deemed to have a beneficial interest in the shares of Common Stock by virtue of their indirect control of the Partnership's, the General Partner's, and the Investment Adviser's power to vote and/or dispose of the shares of Common Stock.
(2) Mr. Shah and Mr. Clearman disclaim beneficial ownership of the shares of Common Stock except to the extent of his respective pecuniary interest, if any, therein. Kinderhook Capital Management, LLC and Kinderhook GP, LLC specifically disclaim beneficial ownership in the shares of Common Stock reported herein except to the extent of its pecuniary interest therein, if any.

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